<PAGE> 1
As filed with the Securities and Exchange Commission on February 3, 1994.
Registration No. 33-____________
___________________________________________________________________________
___________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_________________________________________
JEFFERIES GROUP, INC.
(Exact name of registrant as specified in its charter)
________________________________________________________________
DELAWARE
(State or other jurisdiction of incorporation or organization)
_________________________________________________________________
95-2848406
(I.R.S. Employer Identification No.)
____________________________________________
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
(Address, including zip code, of Principal Executive Offices)
_____________________________________________________________________
JEFFERIES GROUP, INC.
NON-EMPLOYEE DIRECTORS' STOCK OPTIONS
(Full title of the plan)
______________________________________
Frank E. Baxter, President
Jefferies Group, Inc.
11100 Santa Monica Boulevard
10th Floor
Los Angeles, California 90025
(310) 914-1133
(Name, address and telephone number, including area code, of agent for service)
<PAGE> 2
Calculation of Registration Fee
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to be Amount to be price per offering registration
registered registered Share (1) price (1) fee (1)
---------------- ------------ --------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 50,000 shares(2) $ 33.625 $1,681,250 $ 579.75
value per share
</TABLE>
_____________________________
(1) Computed pursuant to Rules 457(c) and (h) based on the average of the
high and low prices of the registrant's Common Stock as reported on the
NASDAQ National Market System on February 1, 1994.
(2) Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends, or similar transactions in
accordance with anti-dilution provisions of outstanding stock options
and anti-dilutive adjustments to the amount of shares issuable pursuant
to stock options granted thereafter.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Omitted as permitted.
Item 2. Registrant Information and Employee Plan Annual Information
Omitted as permitted.
PART II
INFORMATION REQUIRED IN REGISTRATION
STATEMENT AND NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
The following documents of Jefferies Group, Inc., a Delaware
corporation (the "Company") filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference into this registration
statement:
(a) The Company's Annual Report on Form 10-K for the
Company's fiscal year ended December 31, 1992, filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act").
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1993, June 30, 1993, and September 30, 1993.
(c) The description of the Common Stock of the Company
contained in Amendment No. 2 (filed with the Commission on October 13, 1983) to
the Company's Registration Statement on Form S-1 (Registration Number 2-85950
filed on August 18, 1983).
All reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated in this
registration statement by reference shall be deemed to be
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<PAGE> 4
modified or superseded for the purpose of this registration statement to the
extent that a statement contained in this registration statement or in any
other subsequently filed document which also is or is deemed to be incorporated
in this registration statement by reference modifies or replaces such
statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Certificate of Incorporation of the Company, as amended,
provides that no director of the Company shall be personally liable to the
Company or its stockholders for monetary damages for any breach of fiduciary
duty as a director, except for liability: (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law (involving certain unlawful dividends or stock repurchases) or (iv) for any
transaction from which the director derived an improper personal benefit. The
Certificate of Incorporation further provides that if the Delaware General
Corporation Law is hereafter amended to authorize the further elimination or
limitation of the liability of a director, then the liability of a director of
the Company shall be further eliminated or limited to the fullest extent
permitted by the Delaware General Corporation Law, as so amended. The
Certificate of Incorporation also provides that any amendment, repeal, or
modification of such provisions shall not adversely affect any right or
protection of a director of the Company for any act or omission occurring prior
to the date when such amendment, repeal or modification became effective.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation) by reason of the fact
that he or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
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<PAGE> 5
reasonably incurred by such person in connection with such action, suit or
proceeding (i) if such person acted in good faith and in a manner that person
reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, if he
or she had no reasonable cause to believe such conduct was unlawful. In
actions brought by or in the right of the corporation, a corporation may
indemnify such person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner that
person reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which that person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnification for such expenses which the
Court of Chancery or other such court shall deem proper. To the extent that
such person has been successful on the merits or otherwise in defending any
such action, suit or proceeding referred to above or any claim, issue or matter
therein, he or she is entitled to indemnification for expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith. Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it is ultimately determined that he is not entitled to be indemnified by the
corporation as authorized in Section 145. Such expenses (including attorneys'
fees) incurred by other employees and agents may be so paid upon such terms and
conditions, if any, as the board of directors deems appropriate. The
indemnification and advancement of expenses provided for, or granted pursuant
to, Section 145 is not exclusive of any other rights of indemnification or
advancement of expenses to which those seeking indemnification or advancement
of expenses may be entitled, and a corporation may purchase and maintain
insurance against liabilities asserted against any former or current director,
officer, employee or agent of the corporation, or a person who is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise whether or not the power to indemnify is provided by the statute.
The Bylaws of the Company (the "Bylaws") provide that the Company
is required to indemnify to the fullest extent authorized or permitted by law
any current or former director or officer (or his testator or intestate) made
or threatened to be made a party to any threatened, pending or completed
action, suit or proceed-
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<PAGE> 6
ing, whether criminal, civil, administrative, or investigative, by reason
of the fact that he is or was a director or officer of the Company or is
or was serving, at the request of the Company, as a director, officer,
employee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise. Subject to applicable law, the
Company may indemnify an employee or agent of the corporation to the extent
that and with respect to such proceedings as the board of directors may
determine in its discretion.
The Company maintains directors' and officers' liability insurance
to insure its directors and officers against certain liabilities they may incur
while acting in such capacities. The Company has entered into indemnification
agreements with some of its current directors.
Item 7. Exemption from Registration
Not applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
(4)(a) Amended Certificate of Incorporation, incorporated
by reference to Exhibit 3.1 of the Company's
Annual Report on Form 10-K filed for the fiscal
year ended December 31, 1987.
(4)(b) Amended By-Laws, incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on Form
10-K filed for the fiscal year ended December 31,
1986.
(4)(c) Specimen Common Stock Certificate, incorporated by
reference to Exhibit 4.1 to Amendment No. 2 (filed
with the Commission on October 13, 1983) to the
Company's Registration Statement on Form S-1
(Registration No. 2-85950 filed with the
Commission on August 18, 1983).
(5) Not applicable (no original-issuance securities
are being registered).
(15) Not applicable.
(23) Consent of KPMG Peat Marwick.
</TABLE>
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<PAGE> 7
<TABLE>
<S> <C>
(24) Powers of Attorney (included on Pages 7-8 of this
registration statement).
(25) Not applicable.
(27) Not applicable.
(28) Not applicable.
(99) Not applicable.
</TABLE>
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of this registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
this registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in this registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
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<PAGE> 8
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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Signatures
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Los Angeles, State of California, on January
28, 1994.
JEFFERIES GROUP, INC.
By FRANK E. BAXTER
-------------------------------------
Frank E. Baxter
President
Each person whose signature appears below constitutes and
appoints Frank E. Baxter, President of the Company, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and any and all other documents and
instruments incidental thereto, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Commission and any
other regulatory authority, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
FRANK E. BAXTER President, Chief Executive Officer January 28, 1994
----------------------- and Chairman of the Board
Frank E. Baxter
ALAN D. BROWNING Executive Vice President and Chief January 28, 1994
----------------------- Financial Officer
Alan D. Browning
MAXINE SYRJAMAKI Controller January 28, 1994
-----------------------
Maxine Syrjamaki
</TABLE>
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<PAGE> 10
<TABLE>
<S> <C> <C>
RICHARD G. DOOLEY Director January 28, 1994
-----------------------
Richard G. Dooley
TRACY G. HERRICK Director January 28, 1994
-----------------------
Tracy G. Herrick
MICHAEL L. KLOWDEN Director January 28, 1994
-----------------------
Michael L. Klowden
FRANK J. MACCHIAROLA Director December 17, 1993
-----------------------
Frank J. Macchiarola
BARRY M. TAYLOR Director January 28, 1994
-----------------------
Barry M. Taylor
MARK A. WOLFSON Director January 28, 1994
-----------------------
Mark A. Wolfson
</TABLE>
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<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Description Numbered Page
------- ----------- -------------
<S> <C> <C>
(4)(a) Amended Certificate of Incorporation,
incorporated by reference to Exhibit 3.1 of the
Company's Annual Report on Form 10-K filed for
the fiscal year ended December 31, 1987.
(4)(b) Amended By-Laws, incorporated by reference to
Exhibit 3.2 of the Company's Annual Report on
Form 10-K filed for the fiscal year ended
December 31, 1986.
(4)(c) Specimen Common Stock Certificate, incorporated
by reference to Exhibit 4.1 to Amendment No. 2
(filed with the Commission on October 13, 1983)
to the Company's Registration Statement on Form
S-1 (Registration No. 2-85950 filed with the
Commission on August 18, 1983).
(5) Not applicable (no original-issuance securities
are being registered).
(15) Not applicable.
(23) Consent of KPMG Peat Marwick.
(24) Powers of Attorney (included on Pages 7-8 of this
registration statement).
(25) Not applicable.
(27) Not applicable.
(28) Not applicable.
(99) Not applicable.
</TABLE>
<PAGE> 1
KPMG PEAT MARWICK
Certified Public Accountants
725 South Figueroa Street
Los Angeles, CA 90017
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Jefferies Group, Inc.:
We consent to the use of our reports incorporated herein by reference.
KPMG PEAT MARWICK
Los Angeles, California
February 2, 1994
